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Tri-S Security Announces Results for the 1st Quarter Ended March 31, 2009

Posted on: Friday, 15 May 2009, 07:00 CDT

Sale of Cornwall business will reduce debt by approximately $7 million

ATLANTA, May 15 /PRNewswire-FirstCall/ -- Tri-S Security Corp. (Nasdaq: TRIS), a provider of security services for government entities, today announced its results of operations for the first quarter ended March 31, 2009. Tri-S provides security services through its wholly-owned subsidiary, Paragon Systems, Inc. ("Paragon").

First Quarter Ended March 31, 2009

• Revenues increased 80% to $29.3 million for the quarter ended March 31, 2009.
• Gross profit increased 28% to $0.9 million from a year ago.
• Gross margins were 3.1% compared to 4.3% a year ago. The difference between 2009 and 2008 is primarily attributable to an existing contract awarded to Paragon with a lower margin.
• EBITDA, as adjusted (see "EBITDA, as adjusted" definition below), declined to a negative $398,000 from a break-even position a year ago.
• Net loss per basic and diluted share was $(0.77) for the quarter ended March 31, 2009, compared to $(0.51) a year ago.

Recent Highlights

• In March 2009, Tri-S Security determined to sell substantially all of the assets (except accounts receivable) of its wholly-owned subsidiary, The Cornwall Group, Inc. ("Cornwall"), and certain of its subsidiaries. Cornwall is based in Miami, Florida and provides physical security for clients in Miami, Fort Lauderdale, and West Palm Beach, Florida. Tri-S Security determined to sell the Cornwall business so that Tri-S could focus on growing the government business and reduce its overall debt load. The sale was completed on May 13, 2009. This transaction will reduce our overall debt load by approximately $7.0 million, $750,000 of which will be held in escrow to secure the continuation of certain contracts transferred as part of the sale.

• Total Paragon contract pipeline of approximately $583 million, all of which has already been bid. We expect these contracts to be awarded over the next six months.

"Our top line growth showed significant improvement compared to the first quarter of 2008 and was stable compared to the previous quarter ended December 31, 2008," said Ronald Farrell, CEO, Tri-S Security Corp. "We believe our contract pipeline continues to be strong and we remain very encouraged about winning new contracts at Paragon. With our current book of business, we can anticipate revenue for 2009 through 2011 of approximately $125 million per year," added Farrell.

"The trends in our contract pipeline remain very encouraging for continued top line growth. I am pleased we were able to complete the sale of the Cornwall business and to reduce our debt by approximately $7.0 million. I am optimistic about our 2009 results based upon our first quarter numbers," Farrell concluded.

Financial Discussion for First Quarter Ended March 31, 2009

During the first quarter of 2009, revenue for Tri-S Security grew 80% to $29.3 million from $16.3 million in the first quarter of 2008. This increase was the result of five new federal contracts, net of four contract expirations at Paragon.

The gross profit for the first quarter of 2009 was $0.9 million compared to $0.7 million for the first quarter of 2008. Included in these figures are start-up costs totaling $0.5 million for both quarters.

Gross margins were 3.1% compared to 4.3% a year ago. The difference between 2009 and 2008 is primarily attributable to an existing contract awarded to Paragon with a lower margin.

General and administrative costs were $2.0 million for the first quarter of 2009 compared to $1.7 million in the first quarter of 2008. General and administrative costs represented 7% of revenue for the first quarter of 2009 down from 10% of revenue in the same quarter for 2008.

The operating loss for the first quarter of 2009 was $1.3 million, compared to an operating loss of $1.2 million for the first quarter of 2008. Included in these figures are start-up costs totaling $0.5 million for both quarters.

EBITDA, as adjusted, was a negative $398,000 for the first quarter of 2009 as compared to break even for the first quarter of 2008.

Interest expense, net, increased to $1.4 million in the first quarter of 2009 compared to $0.8 million in the first quarter of 2008. This increase is primarily attributable to a higher borrowing base due to increased revenue and fees on our over advance. As a result, the net loss from continuing operations before income tax was $2.6 million in the first quarter of 2009 compared to $1.9 million in the comparable period last year.

A loss of $0.6 million for discontinued operations relating to Cornwall was recorded in the quarter ended March 31, 2009 and $0.2 million for the quarter ended March 31, 2008. Net loss for the first quarter of 2009 was $3.2 million compared to a net loss of $2.1 million in the first quarter of 2008.

In this release, we use the non-GAAP financial measure, EBITDA, as adjusted. EBITDA, as adjusted, is calculated as earnings before interest; taxes; depreciation and amortization; loss from discontinued operations; non-cash stock-based compensation; start-up costs on new contracts; and other income/expense. A reconciliation of EBITDA, as adjusted, to net loss for the quarters ended March 31, 2009 and 2008, is attached to this press release.

Tri-S Security will host a conference call at 10:00 a.m. EDT on Friday, May 15, 2009 to discuss its first quarter results and respond to appropriate questions. The conference call may be accessed by dialing 877-741-4240. Participants should ask for the Tri-S Security First Quarter 2009 Financial Results conference call.

This call is being webcast by Thomson Financial and can be accessed at Tri-S Security's website at http://www.trissecurity.com. The webcast may also be accessed at Thomson's website at http://www.earnings.com. The webcast can be accessed through June 15, 2009 on either site. To access the webcast, you will need to have the Windows Media Player on your desktop. For the free download of the Media Player, please visit:

http://www.microsoft.com/windows/windowsmedia/download/alldownloads.aspx.

About Tri-S Security Corp.

Based in Atlanta, GA, Tri-S Security Corp. (Nasdaq: TRIS) is a provider of security services for government entities. Security services include uniformed guards, personnel protection, access control, crowd control and the prevention of sabotage, terrorist and criminal activities. Tri-S Security assumes responsibility for the marketing, infrastructure and overall operational performance for its subsidiaries. Tri-S Security's management leverages highly trained government officers, experienced industry leaders, proven financial executives and infrastructure experts to consolidate the fragmented security industry into one efficient and effective security force.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the Federal securities laws. Forward-looking statements are commonly identified by such terms and phrases as "should", "expects", "plans", "anticipates", "believes", "estimates", "projects" and other terms with similar meaning indicating potential impact on our business. Although we believe that the assumptions upon which such forward looking statements are based are reasonable, we can give no assurance that these assumptions will prove to be correct. Important factors that could cause actual results to differ materially from our projections and expectations are disclosed in our filings with the Securities and Exchange Commission, including the "Risk Factors" section set forth in our Annual Report on Form 10-K for the year ended December 31, 2008, and the Quarterly Reports on Form 10-Q filed subsequent thereto. All forward-looking statements in this press release are expressly qualified by such cautionary statements and by reference to their underlying assumptions. We do not undertake to publicly update the forward-looking statements contained herein to conform to actual results or changes in our expectations, whether as a result of new information, future events or otherwise. You may obtain and review our filings with the Securities and Exchange Commissions by visiting http://www.sec.gov.

Tri-S Security Corporation and Subsidiaries Statements of Operations Unaudited (In thousands, except per share data) Adjusted Adjusted Three Months Three Months Ended Ended Mar. 31, 2009 Mar. 31, 2008 ------------- ------------- Revenues $29,322 $16,291 Cost of revenues: Direct labor 18,473 9,896 Indirect labor and other contract support costs 9,929 5,626 Amortization of customer contracts 23 67 ------ ------ 28,425 15,589 ------ ------ Gross profit 897 702 3.1% 4.3% Selling, general and administrative 2,043 1,690 Amortization of intangible assets 118 163 ------ ------- 2,161 1,853 ------ ------- ------ ------- Operating income (loss) (1,264) (1,151) ------ ------- Other income (expense): Interest expense, net (1,384) (765) Other income 5 5 ------ ------- (1,379) (760) ------ ------- Loss before income taxes (2,643) (1,911) Income tax expense (benefit) 2 47 ------- ------- Net loss, prior to discontinued operations $(2,645) $(1,958) ======= ======= Discontinued Operations, net of tax (574) (171) ------- ------- Net Loss $(3,219) $(2,129) ======= ======= Basic and diluted net income (loss) per common share $(0.77) $(0.51) Basic and diluted weighted average number of common shares 4,203 4,203 Tri-S Security Corporation and Subsidiaries Balance Sheets (In thousands, except per share data) Unaudited Audited Mar. 31, December 31, 2009 2008 --------- ------------ Assets Current assets: Cash and cash equivalents $- $422 Restricted cash - - Trade accounts receivable, net 15,426 12,465 Prepaid expenses and other assets 775 676 Assets Held for Sale 7,389 9,028 ------- ------ Total current assets 23,590 22,591 ------- ------ Property and equipment, less accumulated depreciation 664 597 Goodwill 7,747 7,747 Intangibles Customer contracts - 22 Deferred loan costs 695 797 Other - 6 ------- ------- Total assets $32,696 $31,760 ======= ======= Liabilities and Stockholders' Equity Current liabilities: Bank Overdraft $85 $- Trade accounts payable 1,932 1,556 Other accrued expenses 476 1,315 Accrued salary and benefits 6,765 5,134 Asset based lending facility 18,984 15,776 Accrued interest 946 534 Income taxes payable 59 67 10% convertible notes 900 1,025 Liabilities Held for Sale 4,632 5,480 ------ ------ Total current liabilities 34,779 30,886 ------ ------ Other liabilities: 14% convertible notes 6,607 6,470 Deferred income taxes - - Term loan 2,500 2,500 Accrued interest expense - long term 259 277 Series D preferred stock subject to mandatory redemption 1,500 1,500 ----- ----- 10,866 10,747 ------ ------ ------ ------ Total liabilities 45,645 41,633 ------ ------ Stockholders' equity: Common stock, $0.001 par value, 25,000,000 shares authorized, 4,203,280 shares issued and outstanding at September 30, 2008 and December 31, 2007. 4 4 Treasury stock (105) (105) Additional paid-in capital 17,705 17,562 Retained deficit (30,553) (27,334) ------- ------ Total stockholders' equity (12,949) (9,873) ------- ------ Total liabilities and stockholders' equity $32,696 $31,760 ======= ======= Tri-S Security Corporation and Subsidiaries Statements of Cash Flows Unaudited (In thousands) Three Months Three Months Ended Ended Mar. 31, 2009 Mar. 31, 2008 ------------- ------------- Cash flow from operating activities: Net income (loss) $(2,645) $(1,958) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization 231 272 Non-cash employee stock option expense 134 365 Non-cash interest expense 12 54 Changes in operating assets and liabilities: Unbilled revenues and trade accounts receivable (2,961) (2,213) Prepaid expenses and other assets (99) (624) Trade accounts payable 376 85 Accrued liabilities 1,186 3,130 Income taxes payable 29 44 ------ ---- Net cash provided (used) by operating activities (3,737) (845) ------ ---- Cash flow from investing activities: Purchase of property and equipment (158) (384) ---- ---- Net cash provided (used) by investing activities (158) (384) ---- ---- Cash flow from financing activities: Bank Overdraft 85 - Proceeds from (payments on) asset based lending facility, net 3,208 1,889 Deferred financing costs (1) (26) ----- ----- Net cash provided (used) by financing activities 3,292 1,863 ----- ----- Cash flow from discontinued operations: Net cash provided (used) by operating activities (401) (128) Net cash provided (used) by investing activities Net cash provided (used) by financing activities 582 (624) --- ---- Net cash provided (used) by discontinued operations 181 (752) --- ---- Net increase (decrease) in cash and cash equivalents (422) (118) Cash and cash equivalents at beginning of period 422 373 --- --- Cash and cash equivalents at end of period - 255 = === Supplemental disclosures of cash flow information: Interest paid - continuing operations $969 $468 Interest paid - discontinued operations 91 103 Income taxes paid 10 4 Tender of 10% convertible notes for 14% convertible notes 116 Payment of deferred financing costs through issuance of warrants 9 Tri-S Security Corporation and Subsidiaries EBITDA, as adjusted Three Months Three Months Ended Ended Mar. 31, 2009 Mar. 31, 2008 ------------- ------------- Net Loss ($3,219) ($2,129) Adjustments: ------------ Discontinued operations, net of tax 574 171 Income tax expense (benefit) 2 47 Interest expense, net 1,384 765 Interest on preferred stock subject to mandatory redemption 0 0 Gain on sale of assets 0 0 Other income (5) (5) Amortization of intangible assets 118 163 Goodwill impairment loss - - Amortization of customer contracts 23 67 Depreciation 90 41 Non-cash stock based compensation 134 365 Start Up Costs 501 519 ----- ----- EBITDA, as adjusted $(398) $4 ===== =====

SOURCE Tri-S Security Corp.

Source: PR Newswire

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